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New York Business Corporation - Article 7 - § 704 Classification of Directors

Legal Research Home > New York Laws > New York Business Corporation (BSC) > New York Business Corporation - Article 7 - § 704 Classification of Directors

 
  § 704. Classification of directors.
    (a) The  certificate  of incorporation or the specific provisions of a
  by-law adopted by the shareholders may provide  that  the  directors  be
  divided  into either two, three or four classes. All classes shall be as
  nearly equal in number  as  possible.    The  terms  of  office  of  the
  directors  initially  classified  shall be as follows: that of the first
  class shall expire at the  next  annual  meeting  of  shareholders,  the
  second  class  at the second succeeding annual meeting, the third class,
  if any, at the third succeeding annual meeting, and the fourth class, if
  any, at the fourth succeeding annual meeting.
    (b) At  each  annual  meeting  after  such   initial   classification,
  directors  to  replace  those  whose terms expire at such annual meeting
  shall be elected to hold  office  until  the  second  succeeding  annual
  meeting if there are two classes, the third succeeding annual meeting if
  there  are  three  classes,  or  the fourth succeeding annual meeting if
  there are four classes.
    (c) If directors  are  classified  and  the  number  of  directors  is
  thereafter changed:
    (1) Any  newly  created directorships or any decrease in directorships
  shall be so apportioned among the classes as  to  make  all  classes  as
  nearly equal in number as possible.
    (2) When  the  number  of  directors is increased by the board and any
  newly created directorships are filled by the board, there shall  be  no
  classification of the additional directors until the next annual meeting
  of shareholders.

Last modified: February 14, 2012